The Board of Directors have the pleasure of presenting the 29th Annual Report on
performance of Power Grid Corporation of India Limited (POWERGRID, the Company) during the
financial year ended March 31, 2018 together with the Audited Financial Statements.

Continuing its long track record of sterling performance, your Company once again
performed exceedingly well as is evident from the excellent results and achievements in
all areas.

In FY 2017-18, the Company has shown a stellar financial performance. The Financial
Performance during FY 2017-18 as compared to the previous year 2016-17 is summarized
below:

(All Figures except per share data is in units as indicated)

2017-18

2016-17

Y-o-Y Growth

Description

INR (Rs crore)

US$ (million)

INR (Rs crore)

US $ (million)

Revenue

Transmission Charges

28483.69

4377.08

24630.28

3784.93

15.65%

Consultancy-Sale of Services

662.18

101.76

582.43

89.50

13.69%

Telecom

606.59

93.21

497.36

76.43

21.96%

Other Income

1013.86

155.80

866.63

133.17

16.99%

Total Income

30766.32

4727.86

26576.7

4084.04

15.76%

Profit After Tax (PAT)

8238.96

1266.08

7520.15

1155.62

9.56 %

Earnings per Share

*15.75

US$ 0.24

*14.37

US$ 0.22

9.60%

Book Value per Share

*104.01

US$ 1.6

*95.20

US$ 1.46

9.25%

Gross Fixed Assets

177100.25

27214.96

149730.18

23009.01

18.28%

Long Term Borrowings*

130212.96

20009.8

117197.91

18009.78

11.11%

Net Worth

54414.96

8361.94

49807.25

7653.87

9.25%

Debt Equity Ratio

71

:29

70

:30

Return on Net Worth

15.1

.4%

15.1

.0%

* Including current maturities of long term borrowings.

2. DIVIDEND

For FY 2017-18, your Company has proposed a Anal dividend of ^2.80 per share in
addition to ^2.45 per share of interim dividend paid in February'18, taking total dividend
to ^5.25 per share. The total dividend payout for the year amounts to ^2746.58 crore
(including an interim dividend of ^1281.74 crore). The final dividend shall be paid after
your approval at the Annual General Meeting.

3. MoU PERFORMANCE

For its performance against MoU with Ministry of Power, the Company has been rated
'Excellent' yet again for financial year 2016-17. It is noteworthy that the Company has
been consistently rated 'Excellent' since 1993-94, the year it started signing the MoU.

4. OPERATIONAL EXCELLENCE

4.1 Asset Management

As on 31st March 2018, the transmission assets owned and operated by the Company stood
at 1,48,149 ckm. of Extra High Voltage (EHV) transmission lines and 234 nos. EHVAC &
High Voltage Direct Current (HVDC) substations with 3,31,163 MVA transformation capacity.
During the FY 2017-18, the Company maintained availability of the transmission network at
99.81% which is comparable to international standards. Number of tripping per line
(unplanned) contained to 0.60, indicating high reliability of the transmission system.

To accomplish the mammoth task of maintaining such large and highly complex
transmission network to ensure reliable operation, your Company plans maintenance
activities for every asset well in advance. Your Company believes in 'preventive
maintenance' over 'breakdown maintenance' and is committed to adopt the best of
technological tools to maintain its assets to achieve the optimum operational performance.
Some of such techniques/systems are given herein below:

4.1.1 Condition Monitoring Techniques for substation Equipment

The Company has adopted state-of-the-art condition monitoring techniques like Frequency
Response Analysis for Transformers & Reactors, Dynamic Contact Resistance Measurement
for Circuit Breakers, Third Harmonic Resistive Current measurement for Surge Arrestors,
Thermo-vision scanning of substation equipment, etc., for detection of defects at
incipient stage. In addition, periodic oil parameter checks, Dissolved Gas Analysis (DGA)
of Transformers & Reactors and their bushings, particle counts and inhibitor content
test are very useful for diagnosis of problems and life enhancement of the
Transformers/Reactors.

4.1.2 Use of process bus for digital substations

Your Company has introduced process bus architecture by connecting Circuit Breakers,
Isolators and Current Transformers/ Potential Transformers through Optical fibers Ethernet
using IEC 61850 protocol for avoiding complex protection, control & measurement
cables. This would pave way towards digital substations.

4.1.3 Online Transient Monitoring system

On line Transient monitoring system are being introduced at 765kV and 400kV substations
to monitor switching and lightning surges. This will help in analysing condition of the
substation equipment as well as in failure investigations.

4.1.4 National Transmission Asset Management Centre, Manesar (NTAMC)

NTAMC, set up for managing the assets and monitoring various parameters remotely on
real time basis has been managing 172 substations remotely, at the end of FY 2017-18.

4.2 O&M Benchmarking in POWERGRID

POWERGRID has been involved in both external and internal benchmarking processes to
achieve the next level of performance.

4.2.1 External Benchmarking

Since 2010, POWERGRID has been a part of International Transmission Operation and
Maintenance Study (ITOMS) - a global O&M benchmarking platform, where 32 leading
global power transmission utilities are benchmarked against each other in various
categories related to Operation & Maintenance practices. The study is carried out in
respect of performance level achieved, cost incurred in maintenance and key practices
associated in maintenance of equipment and the results of each utility are discussed and
best maintenance practices are shared between different utilities. Since its participation
in ITOMS, POWERGRID has gradually improved its performance in both Line and substation
categories. In the last ITOMS cycle 2017, POWERGRID was rated in first quadrant for
performance in both the major categories of Maintenance of Transmission Lines and
substations - which denotes achievement of high performance efficiency along with low cost
incurred on maintenance.

4.2.2 Internal Benchmarking

A comprehensive annual benchmarking system has been developed and started by POWERGRID
since 2016-17 for evaluation of operational performance of various regions. Based on the
results, the best practices of various regions are shared with other regions during Annual
O&M conference.

The purpose of Internal Benchmarking is to identify gaps in operational practices of
various regions, identify key initiatives and focus areas and bring performance of all the
Regions on same operational platform.

Since September 2017, a concise monthly benchmarking system has also been developed for
benchmarking of regional O&M performance on a monthly basis for critical parameters.

In line with the best international practices and for optimal utilization of resources,
Aerial patrolling of transmission lines is being carried out by your Company using
helicopters to identify transmission line defects. Helicopters equipped with Gimbal
mounted LIDAR (Light Detection and Ranging), Thermo-vision Camera, Corona Camera, High
resolution Video and Digital camera are being deployed to identify the defects and taking
corrective measures.

4.3.2 App based Patrolling

Your Company has adopted an android based application for patrolling of transmission
lines for live updation of data and effective monitoring of critical locations. Plan of
patrolling for each cycle can be created and monitored effectively via this App. Actual
patrolling of each tower and defects rectification can be ensured through the app. It will
progressively replace offline reports preparation and documentation.

4.4 Cyber Security

Your Company understands criticality to ensure cyber security of the inter-state
transmission infrastructure. Information Security Policy and Procedures have been put in
place. Its Corporate Office has been certified for ISO: 27001 Information Security
Management System Standard. The Regional Headquarters are also in the process of being
certified for ISO: 27001.

Compliance to Guidelines of The Indian Computer Emergency Response Team (CERT-in) and
National Critical Information Infrastructure Protection Centre (NCIIPC) have been ensured.

In view of possible risks due to Cyber-attacks, all Grid connected intelligent control
equipment are kept isolated (air-gapped) from external data communication systems. Also,
in large part of networks, digital signals controlling operation of critical equipment are
kept further confined and isolated by design to prevent any large scale cascade event.

A senior executive has been designated as Chief Information Security Officer, who
reviews Cyber Security preparedness.

4.5 Advance Infrastructure for Grid Management

In the process of continuous up gradation and keeping in line with latest technological
development in Grid Management, Company has been implementing Advance Infrastructure
projects.

4.5.1 Unified Real Time Dynamic State Measurement (URTDSM)

Under URTDSM, 1314 nos. of Phasor Measurement Units (PMUs) have been installed covering
316 nos. of substations, out of which 1165 PMUs have already been integrated with RLDCs,
as on 31.03.2018.

4.5.2 Up-gradation of EMS/SCADA System

Up-gradation of all 57 Control Centres have been completed with addition of new
features like web based scheduling, cyber security, main & backup control centres. The
communication network has also been upgraded to meet the requirement of upgraded control
centres. During the year, 188 nos. OPGW links have been commissioned connecting 70
additional substations.

5. PROJECT IMPLEMENTATION

5.1 Project Management

In order to extract the maximum commercial benefits by implementing the transmission
projects within the timelines, detailed planning is done to handle complex geographical as
well as socio-economic issues. Integrated Project Management and Control Systems (IPMCS)
and Enterprise Resource Planning (ERP) are some of the tools used for planning &
implementation of the projects. Besides regular project review meetings at different
levels of the management, have helped to identify any hindrances well in advance to enable
timely corrective actions.

Also, to continuously improve the performance, interactive meets with Industry partners
are organised regularly to share best practices and to resolve common issues through
feedback and consultative process. Apart from business interactions, to encourage
performance through positive reinforcement, your Company also felicitated various
suppliers/contractors for their performance under different categories. Investment
approvals for transmission projects worth about ' 4,000 crore have been accorded during
the year.

5.2 Physical Achievements

On physical achievements front, your Company has been successful on a number of counts,
whether it is completing long overdue projects, matching completion of Associated
Transmission System (ATS) for generation linked projects, execution of large HVDC projects
or inter regional links.

5.2.1 During the year, some of the long stalled/held up transmission projects were
completed through Company's persistent efforts and support from State Governments,
Ministry of Power, GoI and other Government agencies. The list of such projects includes:

During the year, your Company made a capital investment (CAPEX) of ^25791 crore. For
this, ^13760 crore were mobilized through private placement of bonds & term loans,
^4947 crore were mobilized through External Commercial Borrowings (ECB)/Supplier Credit,
^6698 crore from Internal Resources and ^386 crore utilized from Grant received from PSDF
& Central Financial Assistance (CFA) from MNRE.

During recent years, your Company has mobilized funds from internal resources and
successfully arranged borrowing from domestic as well external sources at competitive
rates. The major source of borrowing is from private placement of domestic bonds. For
financing of CAPEX, your Company had also tapped other sources, which include commercial
Bank loans, loans from bilateral and multilateral funding agencies.

During the year, your Company set up its first Medium Term Note (MTN) Program of USD 1
bn to offer debt securities for mobilization of funds from international market in one or
more tranches.

7. COMMERCIAL PERFORMANCE

The Company primarily provides transmission service to various Designated Inter-State
Transmission System Customers (DICs) comprising mainly the State Utilities owned by
respective State Governments, private utilities, Independent Power Producers (IPPs) / Bulk
Customers (like Railways), etc. The transmission charges payable by the DICs are
determined as per the Central Electricity Regulatory Commission (Terms &Conditions of
Tariff) Regulations, 2014.

With effect from 01.07.2011, the recovery of transmission charges are based on the
Point of Connection mechanism for sharing of Transmission charges as per the Central
Electricity Regulatory Commission (Sharing of Inter-state Transmission Charges &
Losses) Regulations, 2010 and subsequent amendments thereof. As per the mechanism,
POWERGRID as Central Transmission Utility (CTU), raises bills for transmission charges on
the beneficiaries - Designated ISTS Customers (DICs), on behalf of all the Inter-State
Transmission System (ISTS) Licensees in the Country and collects & disburses the
payments to the Licensees as per the provisions of the said Regulations.

7.1 Billing and Realization

Company's billing and collection methodology for transmission charges is robust and
ensures prompt payment from its customers in majority of the cases. During FY 2017-18,
your Company achieved a revenue realization efficiency of 98.92%.

Your Company has been effectively discharging all the activities/ coordination related
to its responsibilities as CTU for Billing, Collection and Disbursement functions under
the Central Electricity Regulatory Commission (Sharing of inter-State Transmission charges
and Losses) Regulations, 2010.

7.2 Payment Security Mechanism

The Sharing Regulations provide a time period of 60 days for the DICs to make payment
against the bills raised on them. In order to ensure better realization leading to
improved cash flow and reduction of trade receivables, the Company, with the consent of
other ISTS Licensees in the Country, has evolved a Graded Rebate Policy wherein a graded
rebate is provided for payments made within 60 days, which is being availed by many
utilities.

The Company enjoys a robust payment security mechanism in the form of Letter of Credit
and regulatory provisions to undertake curtailment of Short term Open Access (STOA) of
defaulting DICs to recover the transmission charges.

Besides the above regulatory mechanisms, the dues of State Utilities are also secured
by a Tri-Partite Agreement (TPA) signed amongst the Gol, RBI, and the concerned State
Government during 2003 as a part of securitization of dues of State Utilities towards the
Power CPSUs in the Country that included POWERGRID also. The TPA provides that if there is
any default in payment of current dues for more than 90 days by any State Utility to the
CPSU, the outstanding dues can be deducted by Gol from the State allocation funds
maintained with RBI and paid to the CPSU. The TPA was valid till October, 2016 which is
being presently extended for another 10 years. Majority of the States have executed the
agreements for extension of the TPAs (25 out of 29 states and 2 out of 4 Union territories
signed the TPA) and the matter is being pursued with the remaining States/ Union
Territories.

8. TARIFF BASED COMPETITIVE BIDDING PROJECTS

Your Company is performing well in the competitive environment under Tariff Based
Competitive Bidding (TBCB). The details in this regard have been presented in Report on
Management Discussion and Analysis.

9. NATIONAL GRID AND CROSS-BORDER INTERCONNECTION

9.1 In order to ensure seamless power flow across different Regions and for optimum
utilization of resources spread across the Country, a strong National Grid is required. In
pursuit of this, Company has taken up a number of Inter-Regional transmission lines.

In FY 2017-18, 800 kV Champa Pool-Kurukshetra HVDC Pole-2 of Bipole-1 (1500MW),
Jabalpur-Orai 765 kV D/C line (4200 MW), LILO of Satna Gwalior 765 kV S/C line at Orai
(4200 MW) and Pole IV (1500 MW) of 800 KV Biswanath - Chariyali / Alipurduar - Agra
HVDC multi-terminal Transmission System were completed. With these, Inter-Regional power
transfer capacity of the National Grid is increased by 11400 MW and cumulative
Inter-Regional power transfer capacity of the National Grid stands at 86,450 MW. With
commissioning of new Inter-Regional lines in the future, this capacity is likely to be
enhanced to about 1,18,000 MW by the end of 2021-22.

9.2 Cross-Border Interconnections

The electrical interconnections with neighbouring countries, Nepal, Bhutan and
Bangladesh, are being further strengthened for increased exchange of power. Some ofthe
upcoming and planned interconnections are as under:

10. CONNECTIVITY, MEDIUM TERM OPEN ACCESS (MTOA) & LONG TERM ACCESS (LTA)

POWERGRID, as CTU is the nodal agency for processing & grant of Connectivity, Long
Term Access (LTA) and Medium Term Open Access (MTOA) to various applicants. Relevant
regulations, procedures, guidelines and related documents for Connectivity, MTOA and LTA
applications and status thereof are available online on Company's website.

Out of total Connectivity & LTOA/LTA granted, as on March 31, 2018, 131 numbers of
Connectivity for 91,406 MW and 209 nos. of LTOA/ LTA for 98,642 MW are in place. In
addition, based on the transmission capacity margins availability, the MTOA has also been
granted to 133 nos. of applications for a quantum of 14,368 MW cumulative capacity, out of
which MTOA of 1576 MW granted to 17 nos. of applicants are in place.

11. QUALITY MANAGEMENT

Various quality improvement measures have been initiated and implemented to get quality
products as below:

11.1 Implemented Quality Index Number (QIN) system for grading of EHV transformer and
reactor suppliers. This has resulted in motivation for good suppliers and also sets a
benchmark for other vendors. Systems are also developed for undertaking intelligent
inspections of additional new items by way of reducing the requirement of inspections in
case of qualified & excellent vendors. The time, thus saved, is utilized to exert more
focus on process inspection at other vendors to upgrade and develop them towards
excellence.

11.2 Your Company has been audited for revised and latest version of ISO 9001 & ISO
14001. Your Company has been granted revised certifications for Quality Management &
Environment Management Systems successfully. It is also certified for Integrated
Management Systems as per PAS 99:2012 integrating the requirement of ISO 9001:2015, ISO
14001:2015 and OHSAS 18001:2004.

11.3 Theme based discussions on various equipment have been arranged to discuss on
continual improvements in line with ISO 9001:2015 requirement.

11.4 Encouraged a number of existing vendors to upgrade their equipment to higher
voltage level & cover more items to increase vendor base thus creating more
competitive environment.

11.5 "Make in India" campaign has been given a great push. Some overseas
manufacturers have established their units in India for manufacturing of STATCOM, SVC,
765kV Gas Insulated substations, RIP bushings and 765kV transformers/reactors. To foster
efforts to promote "Make in India", National High Power Test Laboratory Pvt.
Ltd. (NHPTL), a Joint Venture Company with NTPC, NHPC, DVC & CPRI has been set-up with
the objective to establish a State-of-the-Art on-line High Power Short Circuit Test
Facility in India. This laboratory will be extremely beneficial for Indian power sector
and manufacturers of high power electrical equipment of India and neighbouring countries.
The present status of the Company has been covered under the section on Joint Ventures in
the Management Discussion and Analysis.

12. PROMOTION OF MICRO AND SMALL ENTERPRISES (MSES)

Your Company supports and encourages procurement from MSEs. It has taken various
initiatives in line with Govt. of India Public Procurement Policy (PPP) for Micro and
Small Enterprises (MSEs). The annual procurement plan related to Goods and Services for
which MSEs may participate directly in bidding has been made available on website. The
Company is continuously making efforts to increase its MSE vendor data base.

13. ENTERPRISE RESOURCE PLANNING

Project "RUPANTAR", the Enterprise Resource Planning (ERP) initiative of the
Company has been implemented successfully and the processes and systems have been
stabilized in all the regions of the Company. Presently, majority of the key processes
related to the business are running on ERP. E-tendering for the domestic bids has also
been taken up in ERP system and 780 numbers of packages have been floated till March 2018.
Roll out of GST was one of the major changes brought about by Govt, of India during the
year. Necessary changes in ERP system to comply with GST requirements have been
incorporated.

14. TECHNOLOGY DEVELOPMENT

Your Company has been at the forefront to adopt the latest advancements in the bulk
power transmission, so as to result in technological excellence and improvement of
efficiency. In this direction, Company has established an Advanced Research and Technology
Centre at Manesar (Haryana) with state-of-the-art laboratories for power system analysis,
advanced diagnostics, digital substation, material science, engineering design etc. This
centre aims to help in knowledge assimilation, enhancement and dissemination as well as
adoption of innovative technologies in power sector.

The prestigious 1200kV National Test Station, utilization of Geographic Information
System Tools, application of Process Bus Technology in substation Automation System and
In-house software tools for Real time Monitoring of Transformers and Reactors are among
the major initiatives taken by the Company in this direction in recent years.

14.11200kV National Test Station

Your Company is carrying out long term fleld operation and performance monitoring at
its 1200kV National Test Station, established at Bina, Madhya Pradesh in collaboration
with Indian equipment manufacturers for getting the 1200kV equipment developed in India
for future.

14.2 Geographic Information System Tools

Your Company is utilizing Geographic Information System Tool like 'Bhuvan' for mapping
its transmission assets, route alignment during planning of new transmission lines and for
disaster management studies.

14.3 Process Bus Technology

The Company is implementing the process bus technology in new substations and
renovation of aged substations based on the experience gained from pilot implementations.
Besides reduction of footprint by replacing large amount of copper cables with minimal
flbre optic cables, it is expected to ease the maintenance and trouble-shooting in future
and the restoration time is also expected to be extremely low in case of any eventuality.
Process Bus technology is being implemented for retrofitting aged protection system at
Malerkotla substation and in a Greenfield project at 220/66kV GIS substation at
Chandigarh.

14.4 Software Tools for monitoring of Transformers and Reactors

Your Company is developing in-house software tools for centralized real time monitoring
of transformer and reactors by integrating the sensors installed in these equipment across
the Country. Online monitoring of transformers/reactors is aimed at detecting early stages
of faults initiation and hence reducing sudden catastrophic failures of the same.

14.5 Introduction of RIP bushings in 800kVTransformers and Reactors

Your Company took up development of Resin Impregnated Paper (RIP) condenser bushings
for 800kV Transformers and Reactors to minimize catastrophic failures.

15. TOWARDS SMART GRID DEVELOPMENT

Your Company is continuously focusing towards improving reliability, security, and
efficiency of the grid through applications of intelligent smart grid technologies. Your
Company is delivering smart grid solutions to the utilities and vertically expanding the
client base, making Smart Grid a promising business area.

Recognizing the importance of Battery Energy Storage Systems in Indian context to
address challenges in increasing penetration of renewables, E-mobility etc., your company
has taken a pioneering step in establishing a pilot project for Grid connected Battery
Energy Storage System. It consists of two different types of battery technologies
(Advanced Lead Acid & Lithium Ion Phosphate) with Battery Management System
integration with network at Puducherry. The pilot system has demonstrated the capabilities
for frequency regulation and energy time shift applications. The findings of the energy
storage project would also be helpful in deployment of large scale energy storage system
to address intermittency, variability of renewables.

15.2 Smart Transmission

Your Company has undertaken full scale implementation of real time smart transmission
projects applying State-of-the-Art Wide Area Measurement System (WAMS) using advance
synchrophasor technology in the grid. This Unified Real Time Dynamic State Measurement
(URTDSM) project involves placement of Phasor Measurement Units (PMUs) at all 400 kV and
above substations, generation switchyards of 220 kV and above, HVDC terminals and Phasor
Data Concentrator (PDC) at SLDC, RLDC & NLDC control centres along with backbone
communication infrastructure, which has enhanced the efficiency ofthe overall grid
management.

15.3 Smart Grid Knowledge Centre

To bring awareness on application of Smart Grid technologies and its demonstration in a
holistic manner, your Company has established Smart Grid Knowledge Center at Manesar
equipped with various working models and functionalities. These working models shall
provide learning environment and capacity building on different smart grid attributes to
various stakeholders.

15.4 EV Charging Infrastructure

As a step towards e-mobility, the Company is undertaking a pilot project of
establishing e-taxi charging stations at two locations on Hyderabad Metro Corridor.
Discussions are in progress to deploy charging and swapping stations in some other cities.

16. INTEGRATION OF RENEWABLES

Your Company is playing a key role for integration of renewable energy resources into
the Grid. High Capacity Green Energy Corridors are under implementation, which will serve
dual purpose to facilitate interconnection of large scale renewables into the National
Grid as well as enlarging the balancing area to address renewable volatility. In addition,
transmission schemes for 7200 MW Ultra Mega Solar Power Parks worth ^ 4300 crore are also
under implementation in various States as part of Green Energy Corridors-II.

Renewable Energy Management Centres

Your Company is taking-up the challenging and flagship responsibility of establishment
of Renewable Energy Management Centers (REMC) at 11 (eleven) locations in various RE
resource rich states viz. Tamil Nadu, Andhra Pradesh, Karnataka, Maharashtra, Gujarat,
Madhya Pradesh, Rajasthan and regional load dispatch centers at SR, WR, NR as well as at
National Load Dispatch Centre. This would enable forecasting of renewable resources and
efficient management of variable renewable generation ensuring grid stability &
security. Upon implementation of REMCs by your Company, these will be handed over to
respective owners, i.e. State LDCs/POSOCO (Load Dispatch Centers/Power System Operations
Corporation Limited).

To facilitate penetration of clean energy resource like Solar as well as distributed
(roof top) Solar PV in the Andaman's grid, your Company is nominated for establishing
Energy Management Centre (EMC) for monitoring, control & forecasting of renewable
resources at South Andaman.

17. ENERGY EFFICIENCY

Your Company is a BEE Grade-I Energy Service Company (ESCO) for undertaking energy
efficiency projects. Being in energy sector and having large pool of certified energy
auditors/energy managers spread across the length and breadth of the Country, the Company
can understand the nuances of energy saving much better as a result of which in a short
time span, your Company has set a benchmark for itself as an Energy Efficiency solution
provider among industries and other commercial establishments. In order to take this
ahead, the Company is in discussion with various governments agencies such as Distribution
Companies (DISCOMs), municipalities and industries to implement projects similar to ESCO
model such as replacement of agricultural and municipal pumps etc., leading to reduction
in energy consumption for sustainable development and defer capacity addition.

As per 'Alliance for an Energy Efficient Economy (AEEE)', a report titled 'Transforming
Energy Services Sector in India: Towards Building a Billion Dollar ESCO market' - August
2017, India has a market size of around '93,000 crore to ' 1,20,000 crore across four
verticals - Commercial Buildings, Industries, Agriculture and Municipalities . This market
is having potential opportunity for your Company to execute the energy efficiency projects
in diverse fields. The Company's project implementation capabilities and pan-India
presence provides a competitive advantage over others for taking up such project.

Your Company has carried out energy audits of various heavy and medium industries,
institutions, commercial establishment, municipalities and other water management systems
of canals & irrigation departments and is also carrying out third party consultancy
for base-lining work which is a basic need for implementation of Energy Efficiency
solutions / ESCO projects.

18. TELECOM BUSINESS-'POWERTEL'

Your Company is leveraging its Country wide transmission infrastructure for its
diversified telecom business under the brand name 'POWERTEL'. The Company provides a range
of services under its Unified License with National Long Distance (NLD) and Internet
Service Provider - Category 'A' (ISP-'A") Service authorizations.

The Company has been displaying excellent performance in the areas of providing telecom
bandwidth, MPLS based Virtual Private Network (VPN), internet and other communication
services to Telecom Service Providers, Government departments and enterprise customers.
The network, which includes more than 650 Points of Presence (PoP), has increased to
47,735 km as at the end of FY 2017-18 from 41,988 km in the previous year registering a
growth of 13.68%. Similarly, the capacity served has increased to 8 Tbps from 3 Tbps.
Capacity up to 100 Gbps is deliverable on point-to-point domestic leased circuit (DLC) and
up to 10 Gbps on MPLS/ VPN ports. The new orders received by Company include bulk
bandwidth orders from BSNL, 5 years' MPLS VPN deal with EESL and 3 years' MPLS VPN order
from NHAI.

Telecom Backbone Availability for the FY2017-18 was 99.9%.

18.1 Bharat Net

As a part of digital India initiative of the Govt., to connect 250,000 Gram Panchayats
(GP) in the Country by utilizing existing fibres, your Company is laying optical fibre
cables to connect to Gram Panchayats wherever necessary. In the revised scope under
phase-I, the Company has been allotted work for development of network in 39 districts
spread across States of Andhra Pradesh, Telangana, Himachal Pradesh, Jharkhand &
Odisha by Bharat Broadband Network Limited (BBNL), covering about 10,440 GPs. Your Company
has exceeded its Phase-I target of laying OFC to 7,196 GPs corresponding to overall 1 lakh
GPs by connecting 7,635 GPs.

In Phase-II of project, Company has been allocated 2 states, i.e. Uttarakhand (5,706
GPs) and Himachal Pradesh (2994 GPs). Survey work and tendering activities of contracts
for implementation of projects are under progress.

18.2 Modernisation of Railways Signalling System

Report for Joint Venture Company with RailTel Corporation for establishment of High
Speed Mobile Communication Corridor (HSMCC) for Indian Railways to improve its signalling
has been submitted to Railway Board.

18.3. Telecom Tower Business

Company has approached CERC for usage of transmission towers for installation of Base
Transceiver Station (BTS) wherein the telecom equipment shall run on induced power.

18.4 Enterprise and Internet Service Provider Business

Connectivity to Enterprise Segment Customers is provided on Company's Multi-Protocol
Label Switch (MPLS) Cloud. Company provides both Layer-2 and Layer-3 VPNs with port
capacity ranging from 2Mbps to lOGbps.

Company is peered with global content providers for providing IP Transit services to
ISPs. The IP Transit service reduces cost and enhances service quality of hosted content
for ISPs and in turn enables them to offer better internet services at lower price to
their users.

Company's extensive backbone telecom network with its local access partners has
eliminated the location disadvantage of small towns towards accessibility and
affordability of high speed internet. It has the potential to bridge the so called digital
divide and be a change agent towards realizing the vision of 'Digital India'.

19. BUSINESS DEVELOPMENT & CONSULTING SERVICES

Your Company has developed expertise in its core areas of power transmission,
sub-transmission, load dispatch and communications (LD&C), and related to area of
Smart Grid, distribution management, etc. The project management and technical
capabilities of your Company have been endorsed by various clients in the past.

19.1 Domestic Market

25 nos. consultancy assignments have been received by the Company in domestic market,
having estimated Project cost of ^1528 crore (excluding TBCB projects). Some of the major
assignments bagged in the year are Strengthening of Sub-transmission works and Rural
Electrification works in the state of J&K under Prime Minister Development Programme
(PMDP) with estimated cost of ^426 crore and ^489 crore respectively.

Your Company is providing consultancy services to Indian Railways for electrification
of 761 rkm with estimated project cost of ^890 crore under Central, East Central, South
East Central & South West Railway zones. Proving its excellent execution skills, your
Company has completed the electrification of Mansi-Saharsa-Dauram Madhepura Section, ahead
of stringent target completion date, matching with rolling out of the Electric Locomotive
from the newly constructed facility of Indian Railways at Madhepura. The works on other
three sections under different Railways zones are in full swing with active co-operation
from Indian Railways. It is expected that successful execution of these electrification
works by the Company shall pave the way for getting more such consultancy businesses from
Indian railways shall further add to existing consultancy order basket.

Company is executing transmission works in difficult geographic terrain areas for
implementation of NER Power System Improvement Project funded by The World Bank & Gol
in 6 States of NER and Comprehensive Scheme for Strengthening of Transmission &
Distribution in Arunachal Pradesh & Sikkim. The Company is also implementing
transmission project in J&K to provide grid connectivity and reliable power supply to
the strategically important Ladakh region. Under this work, Company has successfully
commissioned part of 220 kV D/c Srinagar-Alusteng Line, i.e. 220/66 kV Leh and Khalsti GIS
S/s alongwith Leh-Khalsti Line. In addition, other important consulting assignment under
implementation includes strengthening of transmission network in Delhi.

19.2 International Business

On the International front, your Company has been providing consultancy to various
clients in 20 countries. As on 31.03.2018, a total

of 15 projects are going-on internationally.

During the year, the Company secured a number of prestigious International Consultancy
assignments with multilateral funding on competitive bidding basis.

In 2017-18, your Company has signed eight (08) nos. of consultancy agreement for new
projects / extension and augmentation of on-going projects.

Under the Indian Technology and Economic Co-operation (ITEC) scheme of MEA, Gol,
participants from different African countries were trained. With this platform, Company is
likely to forge long term relations and acquaintances with decision makers and other
executives from International Utilities. Apart from getting regular business for POWERGRID
Academy of Leadership (PAL), this opportunity will also showcase Company's capacity
building prowess in international markets to secure further business in Consultancy /EPC
contracts.

20. Contribution in Govt, of India Schemes

20.1 Rural Electrification (RE):

Under Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) Scheme for rural electricity
infrastructure and household electrification, Company has been executing infrastructure
work for rural electrification.

Presently, RE work in Uttar Pradesh (UP) and Odisha assigned to the Company are under
implementation. In Odisha, RE work in 15 districts at an estimated cost of around ^ 2200
crore, involving electrification of about 14,300 villages and providing service
connections to about 2.9 lakh BPL households is under progress and expected to be
completed by Dec'18. In UP, RE work of 4 districts at an estimated cost of around ^ 550
crore is expected to be completed by Dec'18.

During FY 2017-18, infrastructure was created for electrification in 4,279 nos. of
partially electrified / un-electrified villages. Service connections were provided to
about 1,11,600 BPL households.

Your Company is also implementing RE works in 8 districts of J&K in under
DDUGJY/PMDP with sanctioned cost of ^489 crore involving electrification of 1,737 villages
and 26,884 nos BPL household connections.

20.2 SAUBHAGYA- Pradhan Mantri Sahaj Bijli Har Ghar Yojana

To ensure last mile connectivity and electricity connection to all the remaining
un-electrified households in the Country, Government of India has launched Sahaj Bijli Har
Ghar Yojana (SAUBHAGYA) with the target to provide connections to all un-electrified
households by Decemebr, 2018. Your Company is implementing SAUBHAGYA Scheme in Odisha in
15 districts with scope of 4.44 lakhs non-BPL connections and in UP with 11,000 nos.
non-BPL connections.

20.3 Integrated Power Development Scheme (IPDS)

Your Company has completed the arduous task of underground cabling under IPDS work in
Old Kashi area of Varanasi Town assigned by Purvanchal Vidyut Vitaran Nigam Limited
(PuVVNL), which involved conversion of overhead distribution network to underground and
connecting to exiting consumers. Under this, total 1510 km HT and LT Power cabling work
has been completed and 50,000 consumers have been connected to the new underground system.

This has resulted in improvements in the form of substantial reduction of AT&C
losses in the area, reduction in consumer complaint, augmentation in power transformation
capacity, increase in revenue collection due to increase in number of metered consumers,
availability of quality power to the consumers, enhanced safety and aesthetics of the
area.

21. CITIZEN'S CHARTER

Citizen's Charter has been formulated for the Company providing a visible front of its
vision, mission, objectives, Company profile, commitments, expectations from citizens,
Integrated Management Policy, services offered, values and standards of services, access
to information and grievance redressal. The Citizens' Charter is available on the
Company's website.

22. PEOPLE: OUR CORE STRENGTH

22.1 Talent Acquisition & Development

Your Company, being a service organization, relies heavily on the strengths of its
employees who are the key to deliver excellent results, year after year. Thus, HR
processes are designed to attract best talents from the premier institutes and develop
them to deliver high quality output. Through its learning initiatives, your Company is
able to respond to challenges and is able to adapt to an ever changing business
environment, competition and to changing global markets. The continuous learning ensures
updated people with customer centric attitude for better business outcome.

Your Company's practices are continuously aligned with technological development and
competitive environment. Your Company aims to prepare for future challenges; making the
organization future ready. Your Company has been pioneer in several smart learning and
development initiatives and its practices like 'Online HRD Management Systems' have been
recognized all across the industry.

In the year 2017-18, your Company has conducted organisation wide training and
development programmes and other systems & process development interventions based on
Organisation Need Assessment (ONA) & Competency Based Training Needs Assessment
(CBTNA). Apart from this, your Company has conducted various programs for employees at
premier institute like IIMs, IITs, NITs and ICAI etc.

Company's sustained efforts, as above, have resulted in higher productivity and output,
which is proved by the fact that in 2017-18, profit per employee, circuit kilometer per
employee and MVA per employee have gone up to ^ 87.05 lakhs, 15.65 ckm and 34.99 MVA from
^80.46 lakhs, 14.88 ckm. and 30.98 MVA respectively in previous year.

Further, Power Sector is under transformation and Government of India is aiming to
provide 24x7 affordable and reliable power to everyone. In line with this, the Company has
to adopt the latest technologies and accordingly train manpower of its stakeholders also.
To this end, Company is providing training for policy, procedures & system
up-gradation to other power utilities.

POWERGRID Academy of Leadership (PAL), a state-of-the-art, world class Institute
established at Manesar has been providing a wide range of training, which includes
induction, hands-on, managerial and behavioural programs to its employees, and for various
other power utilities at national and international levels.

Appreciating the notable people friendly practices, Company has been recognized as one
of the "India's Best Companies to Work" for two consecutive year 2017 and 2016
by'The Great Place to Work Institute'.

22.2 Employee Welfare

The Company is continuously updating its welfare policies in line with industry trend
and to meet the changing needs for its employees. Issues are successfully addressed
through the National and Regional Bipartite Committee (PNBC/PRBC), a joint consultative
forum comprising management and workmen representatives elected through secret ballot.

At all establishments, cultural Programs are regularly conducted for promoting healthy
community living. Various festivals are celebrated collectively by organizing Milan
Samaroh, cultural activities etc.

The Company also organizes Intra & Inter-Regional Sports Competitions for Kabaddi,
Cricket, Volleyball, Chess, and Badminton etc. and participates in the Inter-PSU Sports
meets as well. Your Company team has emerged winners in Table Tennis, National Management
Games, Asian Management Games and other sports/games meets and bagged a number of awards.

One of the employees, Sh. J. Mukherjee stood first in National Games for 'Persons with
Disability' (PwD) in table tennis conducted by Ministry of Youth Affairs and Sports. He
also represented Indian team in International Paralympic games held in Jordan and won the
bronze medal for the Country.

Company has a comprehensive medical treatment policy that covers both in-patient and
out-patient procedures for its employees as well as their families. Employees also have
the facility to undergo preventive health check-ups to ensure that any medical condition
does not go unchecked. Company has empanelled the best hospitals in the cities/towns
surrounding its numerous establishments to ensure that employees get the best of
healthcare facilities. Further, Company has also tied up with visiting medical consultants
at its major establishments on a regular basis to provide initial consultation to
employees at their place of work.

22.3 Ensuring Social Justice

POWERGRID has constituted a separate reservation cell to look after and safeguard the
legal provisions for SC/ST/OBC & PwD categories of employees.

The reservation cell assists the Liaison officer who looks after the welfare &
safeguards of SC/ST/OBC & PwD employees. Liaison officer also ensures that there is no
discrimination on the basis of caste, religion & disabilities amongst the employees.
To ensure effective discharge of duties by liaison officer across all establishments of
POWERGRID, separate liaison officer for each region has been nominated. The Company
follows all directives & guidelines with regard to reservation Policy issued by
Government of India.

22.4 Grievance Redressal

In POWERGRID, grievance redressal is always taken-up on priority. Be it employee
grievance or public grievance, both are given utmost importance and resolved promptly. A
dedicated team monitors and ensures grievances are redressed without any delay. Each and
every grievance is resolved impartially under strict & unbiased framework after
thoroughly analysing the facts and data. The same is reviewed by the Top Management
regularly. The employee grievance is accorded Top Priority and the Company has 3-Tier
structure for expeditious resolution of grievance within the broad framework of policy
guidelines.

23. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibitions and Redressal) Act, 2013, and Rules made thereunder, Internal Complaint
Committees (ICC) are in place to redress complaints received regarding sexual harassment.
POWERGRID has been conducting training / workshop both for male and female employees
sensitising them about the issues and law relating to Sexual Harassment. During the year,
POWERGRID conducted 06 such training programmes across the organization. During the year,
no complaint of sexual harassment has been received.

24. IMPLEMENTATION OF OFFICIAL LANGUAGE (RAJBHASHA)

POWERGRID is aware about its constitutional, cultural and social responsibilities.
POWERGRID has reaffirmed its vow to ensure the best implementation of Rajbhasha. Various
activities such as Translation Practice Programme, Workshops, Trainings etc. are organized
at every unit of your Company to ensure the extended use of Rajbhasha. Computer trainings
are being imparted to enhance the working knowledge in Hindi on computers. Hindi classes
are also being organized for non-Hindi speaking employees through Hindi Teaching Scheme as
per Govt. norms. Lectures on wide spectrum of topics such as heritage, social and cultural
concerns are also being delivered by eminent scholars on regular basis to change the
mindset of the employees towards increased working in Hindi. Following Govt. of India's
Rajbhasha Policy regarding promotion of all Indian languages and Rajbhasha
"Hindi", your Company has made comprehensive efforts to enhance and boost use of
Hindi in its official work across the levels.

Various activities are undertaken to promote Hindi. Every year, a number of events are
organised, prominent among them are Akhil Bhartiya Rajbhasha Sammelans, Kavi Sammelans
(poetry sessions), plays, publication of monthly articles in Hindi via emails, sending
wishes/ information via Hindi SMS on different occasions such as Hindi Diwas, Diwali,
Holi, Eid and X-mas etc. Also, various Hindi competitions throughout the year are
conducted especially during Hindi Pakhwada, Swachchta Pakhwada, Vigilance Awareness Week,
Qaumi Ekta Saptaah, Pt. Deen Dayal Upadhyay Janm Diwas etc. In addition, departmental
review meetings to implement official language as well as Town Official Language
Implementation Committee (TOLICs) meetings are also conducted. Attractive incentive
schemes for employees working in Hindi have been implemented as per the government
guidelines.

Your Company has established one of the best Hindi libraries among Public Sectors where
over 14,500 books and 53 Hindi Magazines on various topics & 16 Hindi daily newspapers
are available for the employees.

The efforts made by your Company in implementation of official language were
appreciated in several fora during the year 2017-18. Various awards have been conferred by
different TOLICs under the aegis of Ministry of Home Affairs, Govt. of India regarding
best Implementation of Official Language. Besides, POWERGRID's efforts were also applauded
during various inspections and discussions done by 'Parliamentary Committee on Official
Language' and by 'Hindi Advisory Committee'.

25. CORPORATE IMAGE ENHANCEMENT

Company has been persistently working towards communicating with the masses and
disseminating authentic information in time to its stakeholders, endorsing the positive
perception about the Company.

The positive perception helps it to implement its projects timely. The various face to
face interactions of the management with the analysts and stakeholders during the
quarterly Analysts and Press Meets have been instrumental in bringing forth the
transparent work culture of the organization, the work ethics and principles it has
nurtured and adopted through the years. In order to facilitate communication with the
masses with regard to achievements, growth & recent developments on operational and
financial fronts of the Company, numerous press communique have been issued and widespread
coverage has been ensured.

Company has been executing its projects and operations in extremely challenging
conditions. From time to time, landmark accomplishments have been highlighted through a
proper media management strategy ensuring precise and timely dissemination of information
which has helped the Company earn widespread appreciation and applause from both from
within the country as well as across the globe.

The Company participated in various national exhibitions as well as international
exhibitions held in Russia, Bangladesh etc. It also took part in industrial fairs where
its efforts and the pace with which the Company has adopted state of the art technologies
for meeting the global challenges have been lauded by one and all. The Company also
sponsored a number of sports, cultural and other programs for maximizing its reach to the
general public and creating brand awareness for the Company.

The Company is also utilizing the digital media platforms like Facebook, Twitter and
YouTube for reaching out to the social media savvy generation and connecting with the
youth of the Country. The digital media posts provide prompt feedbacks and are
instantaneous in their reach.

26. RIGHT TO INFORMATION

In order to promote transparency and accountability, an appropriate mechanism has been
set up across the Company in line with 'Right to Information Act, 2005' Company has
nominated CPIO/ Appellate Authorities at its Corporate Office and Regional offices across
the Country to provide required information under the provisions of Act.

In FY 2017-18, total 1568 nos. of RTI applications were received in the Company and
processed as per the Act. RTI Awareness Programs/ Workshops were organized on regular
basis to apprise Employees with latest updates on the RTI Act, 2005 and Central
Information Commission (CIC) decisions.

27. COMMITMENT TO TRANSPARENCY & VIGILANCE FUNCTION

Recognizing the importance of good governance, your Company advocates the principles of
Transparency, Probity and Ethics in its management functioning. The Vigilance Department
of your Company functions as an integral part of the management. The department ensures
that best ethical practices are followed in the organization.

27.1 Emphasis on Preventive Vigilance

Although the Vigilance performs preventive, proactive, as well as punitive functions to
strengthen the organizational process and to minimize the malpractices in the various
systems and activities of the organization, the main emphasis is laid on preventive and
proactive vigilance. While preventive vigilance focuses on whether the right type of
systems exist or need to be re-engineered, proactive vigilance aims at the identification
of opportunities and in taking pro-active action against potential threats. During the
period, 42 Surprise inspections and 55 Chief Technical Examiner (CTE) Type
inspections/Process-on-line inspections were conducted. Pursuant to Vigilance inspections
and observations/recommendations, many system improvements in various functions of the
organisations have been taken up.

27.2 Preventive Vigilance Workshops as part of Capacity Building

As part of Capacity Building, Workshops on Preventive Vigilance were conducted at the
Corporate Centre as well as at various Regions of the Company. During the period, 28
Preventive workshops were conducted for 757 non-vigilance executives. The Preventive
Vigilance Workshops contain module of Ethics Management which enable the employees to
identify and deal with ethical problems developing their moral intuitions, which are
implicit in everyday choices and actions.

27.3 Vigilance Awareness

In pursuance of the directions of Central Vigilance Commission, the Vigilance Awareness
Week 2017 was observed by POWERGRID in all its offices across the Country from 30.10.2017
to 04.11.2017 in line with the theme for this year "My Vision - Corruption free
India".

Vigilance Awareness Week was celebrated with great enthusiasm and fervor across all
offices in India and abroad (Bhutan & Nepal) along with the management, all its
employees and their family members.

The week commenced with the Integrity Pledge administered by Sh. K Sreekant, Director
(Finance), in the Corporate Office. The messages from Hon'ble President of India, Hon'ble
Vice President of India & Chief Vigilance Commissioner (CVC) were also read out by
Senior Officers to the gathering.

In line with the directive of CVC and in order to ingrain ethical values in young
children in school/college, 37 Integrity Clubs have been formed by the Company. The new
concept of CVC regarding formation of Integrity Club has been highly appreciated by the
school authorities. Various activities related to enhancing ethical and moral values shall
be sponsored through these clubs in future. Outreach activities were conducted which
included Nukkad Natak at Public Places. Gram Sabhas were also conducted at various places
near the sites where the Company is located. Journal of Vigilance department (CANDOUR) was
released during the closing ceremony of Vigilance Awareness Week. In line with Go Green
Initiative of the Company, it was released in digital form (e-CANDOUR).

28. ENVIRONMENT AND SOCIAL MANAGEMENT

Your Company's commitment towards practicing Environmental and Social (E & S)
prudence stems from the realization that the ultimate goal of any business activity is not
limited to financial profitability but includes wider and much desired societal welfare.
Your Company, as part of its corporate philosophy is committed at all levels to
internalize the negative externalities associated with its business processes including
environmental impacts, social concerns and safety issues. In this regard, the Company has
integrated environmental and social management procedures into its corporate operations in
1998 by enunciating Environmental and Social Policy & Procedures (ESPP). The
acceptance of ESPP provisions by leading multilateral agencies like The World Bank in 2009
and Asian Development Bank (ADB) in 2017 under their policy of'Use of Country System
(UCS)' and 'Country Safeguard System (CSS)' respectively is a reflection of the Company's
commitment and implementation record for E & S safeguard management. The Company has
now attained the unique distinction of becoming the first organization in the world, whose
safeguard policy (ESPP) has been accepted by two major multilateral agencies viz. The
World Bank&ADB.

Your Company, the leader in Sustainability Reporting in the Indian power sector,
released its 5th biennial Sustainability Report in January, 2018 based on internationally
acclaimed/accepted GRI-G4 Guidelines. The report is externally assured by M/s Intertek
India Private Limited following International Standards like Accountability, UK Standards
'AA1000:2008 APS' and 'AA1000:2011 SES'. This report apart from showcasing Company's
achievements gives all stakeholders a clear picture of contributions to sustainable
development through its activities.

The Company is fully conscious of the need to conserve natural resources and avoid
ecological sensitive area, eco-sensitive zones, forest, sanctuaries, national parks,
tiger/biosphere reserves and Coastal Regulations Zone (CRZ) areas as far as possible
through optimization of route alignment. Following the basic principle of avoidance &
minimization, which is one of the guiding principles of our ESPP, involvement of forest
land has been reduced progressively from 6% in 1998 to 2.26% last year. Other key measures
taken by the Company towards sustainable development are technological initiatives like
design and installation of innovative towers for conservation of Right of Way (RoW) and
reduce tree felling, rain water harvesting system, installation of LED bulbs, solar
lights, fuel catalysts devices for DG sets etc. Further, in order to achieve the Intended
Nationally Determined Contributions (INDCs) target of the Country, the Company is playing
a key role in integration of renewable energy resources by establishing high capacity
'Green Energy Corridors' dedicated to renewable energy including solar parks across the
Country. Such initiatives not only reduce the dependency on thermal generation but also
provide boost to renewable generation by providing reliable grid connectivity.

In line with Govt, of India's commitment to United Nation's Sustainable Development
Goals (SDGs) Agenda 2030, your Company in partnership with Global Reporting Initiative
(GRI) South Asia has taken several initiatives towards fulfilment of such goals. Out of 17
SDGs, the Company's activities are already aligned in 11 goals. Towards commitment to
continual improvement, the Company has collaborated with Wildlife Institute of India (WII)
for a comprehensive study titled, "Assessment of Impacts of power lines on Avifauna
in the Arid planes of Western Gujarat'. The outcome of the study will help transmission
and distribution utilities in formulating and implementing better safeguard measures for
Avifauna protection, which in turn, is in line with SDG 15 ofthe UN.

Towards sustainability and green initiative, your company is installing Rooftop Solar
PV Systems in 55 locations of its own premises across the Country.

Your Company discharges its Corporate Social Responsibility (CSR), by committing itself
to contribute to the society, through initiatives that have positive impact on society at
large, especially the community in the neighborhood of its operations. The main objective
of CSR initiatives are the improvement in the quality of life of marginalized and
under-privileged sections of the society residing around its areas of operation. With this
approach, the Company carries out various CSR activities with thrust on Rural
Development/Infrastructural Development, Skill Development, Health, Education,
Environment, etc.

To help economically weak patients undergoing treatment in AIIMS, New Delhi and their
attendants, your Company has constructed 'POWERGRID Vishram Sadan' at J.P. Apex Trauma
Centre, AIIMS, New Delhi which has become functional. One more 'POWERGRID Vishram Sadan'
is being constructed at King George Medical University, Lucknow, and another two Vishram
Sadans have been sanctioned during 2017-18, for Indira Gandhi Institute of Medical
Science, Patna and Guwahati Medical College & Hospital, Guwahati.

During the year, the Company has participated in the 'Swachh Bharat Abhiyaan'.
Company's employees and their family members, in more than 150 locations across the
Country, voluntarily undertook Shram Daan. Besides upkeep of 25 wards of Varanasi City,
comprehensive improvement for Iconic places - Baidyanath Dham for its overall improvement
and plan including cleaning of entire premises, have been taken up. As part of Swachhta
initiative, besides construction of toilet blocks in Government Schools, more than 30,000
twin-bin dustbins are in various stages of installation, across the Country. Truck mounted
sweeping machine with vacuum cleaner have also been provided to Municipal Corporation,
Faridabad.

During the year, Company has successfully completed training of 5000 youths in 33
location across the Country through a first of its kind of collaboration with the National
Skill Development Fund (NSDF) and National Skill Development Corporation India (NSDC) for
imparting skill development training to youths. Further, to impart high end training to
youths, the Company, besides its owned and operated Skill Development Centre imparting
training on Transmission Line Tower Erection in eight of its substations in Assam, Manipur
&West Bengal, has tied up Indo-German Institute for Advanced Technology (IGIAT),
Vizag, Indo German Tool Room (IDTR), Indore for imparting high-end skill training to
youths on a residential basis in their campus. About 1000 youths were trained during FY
2017-18 and most of them were gainfully employed.

The Company is implementing the project of'Improving Rural Livelihoods through
Farmer-centric Integrated Watershed Management'on 10,000 hectares of land in Kurnool
(Andhra Pradesh) & Kudgi (Karnataka) through ICRISAT (The International Crops Research
Institute for the Semi-Arid Tropics). The various initiatives under this project has
resulted in improvement of Crop productivity by 10-40% and water storage capacity of about
95,000 cu. mtrs., resulting in conservation of about 1,45,000 cu. mtrs. of water.

1359 students of Assam, Manipur and Chhattisgarh, who have been rendered
orphan/destitute due to various forms of societal violence, were provided scholarships
through National Foundation for Communal Harmony (NFCH) for continuing their education.

Under BHARAT-22 Exchange Traded Fund (ETF) launched by the Government of India, the
Government of India had sold 5,15,20,439 no. of equity shares of POWERGRID i.e. 0.98% in
November, 2017 and 2,99,37,858 no. of equity shares of POWERGRID i.e. 0.57% have been
divested in Further Fund Offer (FFO) of Bharat 22 ETF in June, 2018.

31. MANAGEMENT DISCUSSION AND ANALYSIS

In addition to the issues in the Directors' Report, some issues have been brought out
in Report on Management Discussion and Analysis placed at Annexure-I forming part of this
Report.

32. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as stipulated under Regulation 34 (2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in
Annexure-II and forms part of the Annual Report.

As per requirements of disclosures under Section 134(3) (m) of Companies Act, 2013 read
with Rule 8 of The Companies (Accounts) Rules, 2014 information relating to conversation
of energy, technology absorption and foreign exchange earnings and outgo, information is
given in Annexure-III to this Report.

34. RISK MANAGEMENT POLICY

Information on Risk Management Framework is covered in the Management Discussion and
Analysis Report at Annexure-I of this Report.

35. INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its businesses, including adherence to the Company's policies, the safeguarding
of its assets, the prevention and detection of frauds, error reporting mechanism, the
accuracy and completeness ofthe accounting records and the timely preparation of reliable
financial disclosures.

36. STATUTORYAUDITORSOFTHECOMPANY

The Statutory Auditors of your Company are appointed by the Comptroller & Auditors
General of India. M/s S. K. Mittal & Co., M/s R. G. N. Price & Co., M/s Kothari
& Co. and M/s Parakh & Co. were appointed as Joint Statutory Auditors for the
financial year 2017-18.

The Statutory Auditors have given an unqualified report. The report is self-explanatory
and does not require any further comments by the Board.

37. COMPTROLLER AND AUDITOR GENERAL'S COMMENTS

Company has received 'NIL' comments on the Accounts for the Year ended March 31, 2018
by the Comptroller and Auditor General of India under Section 143(5) ofthe Companies Act,
2013. Copy ofthe same is attached in Annexure-IV to this Report.

38. SECRETARIAL AUDITOR

Kumar Naresh Sinha & Associates, Practising Company Secretaries have conducted
Secretarial Audit of the Company for the financial year ended March 31, 2018. The Report
forms part of this Annual Report (Annexure-V).

The Secretarial Auditors have reported that during the period under review, the Company
has generally complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above, subject to the following observations:

1. The Company has not complied with the provisions of Section 149 ofthe Companies Act,
2013 read with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in respect of the appointment of requisite number of Independent
Directors on the Board.

2. The Company has not complied with the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulation,2015 with respect to constitution of Nomination and Remuneration Committee, up
to 18th September, 2017.

3. The Company has not filed certain e-forms relating to creation of charges with the
office of the Registrar of Companies where the Permanent Account Number (PAN) of the
Lenders are not available, which is mandatory.

The explanation on the observation given by the Secretarial Auditors are as under:

1. Your Company, being a Govt. Company within the meaning of Section 2 (45) of the
Companies Act, 2013 (the Act), the power to appoint Directors vests with the President of
India. Against the requirement of seven Independent Directors on your Company's Board
during the year, only three posts have been Ailed up - Shri Jagdish Ishwarbhai Patel on
17.11.2015, Shri Tseten Dorji on 16.02.2017 and Shri Manoj Kumar Mittal on 12.09.2017.

Thus, the Company has not been able to comply with the provision of Section 149 of the
Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as observed by the Secretarial Auditor. The matter has already been
taken up with Administrative Ministry for Ailing up of four existing vacancies of
Independent Director on the Board of your Company.

2. The Board had only two non-executive directors (Independent Directors) till 31st
August, 2017. With the appointment of one more non-executive director on the Board,
Nomination and Remuneration Committee was reconstituted by the Board in its meeting held
on 19th September, 2017 and thereafter the constitution of Committee was in accordance
with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 ofSEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Your Company could not Ale certain e-forms relating to charges in MCA21, wherein the
Lenders are Multilateral Agencies - The World Bank, ADB and IFC for non-availability of
PAN of these Agencies. PAN is a mandatory All under e-Aling in MCA-21.

The Cost Audit Reports for the FY 2017-18 will be Aled with the Cost Audit Branch,
Ministry of Company Affairs before due date, i.e. September 27, 2018.

40. EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013 an extract of the
annual return in the prescribed format in MGT-9 is given as Annexure VI of this Report.

41. COMPANY'S BOARD

Your Company's composition of Board of Directors underwent some changes during the year
2017-18. During the year, Ms. Jyoti Arora and Shri Pradeep Kumar ceased to be Govt.
Nominee Directors on 05.07.2017 and 31.07.2017, respectively. Ms. Shalini Prasad,
Additional Secretary, MoP was appointed as Govt. Nominee Director on 14.08.2017 in place
of Ms. Jyoti Arora and she ceased to be director on 30.08.2017. Ms. Bharati, Joint
Secretary, MoP was appointed as Govt. Nominee Director w.e.f. 31.08.2017 in place of Ms.
Shalini Prasad. Shri Manoj Kumar Mittal was appointed as non-ofAcial part time Director
(Independent Director) w.e.f. 12th September, 2017.

Shri R. P. Sasmal, Director (Operations) and Shri Prabhakar Singh, Director (Projects)
demitted the ofAce on 28th February, 2018 and 30th June, 2018, respectively upon attaining
the age of superannuation. The Board places on record the appreciation and gratitude to
Shri R. P. Sasmal and Shri Prabhakar Singh for their signiAcant contribution and support
to the Company.

Ms. Seema Gupta assumed the charge of Director (Operations) with effect from 1st March,
2018. The Ministry of Power vide OfAce Order dt. 09.07.2018, has entrusted the additional
Charge to Ms. Seema Gupta, Director (Operations) for the post of the Director (Projects).

In accordance with the provisions of Section 160 of the Companies Act, 2013 read with
Article 31 (iii) of the Articles of Association of the Company, Shri K. Sreekant, Director
(Finance), shall retire by rotation at the ensuing Annual General Meeting of your Company
and being eligible, offers himselffor re-appointment.

42. NUMBER OF MEETINGS OF THE BOARD

Board of Directors met 12 times during the Anancial year 2017-18. Details regarding
dates and attendance of the Board meetings are provided in the Report on Corporate
Governance, which forms part of this Report.

43. COMMITTEES OF THE BOARD

Your Company has Audit Committee, CSR Committee and other Committees. The composition
and scope of the Committees are provided in the Report on Corporate Governance.

The Report on the Corporate Governance (Annexure-VII), forming part of this Report,
together with the CertiAcate thereon is given in Annexure-VIII to this Report.

44. DECLARATION BY INDEPENDENT DIRECTORS

During the year, all the Independent Directors have met the requirements speciAed under
Section 149 (6) of the Companies Act, 2013 for holding the position of 'Independent
Director' and necessary declaration from each Independent Director under Section 149 (7)
was received.

45. PERFORMANCE EVALUATION OF DIRECTORS

Section 178 (2) of the Companies Act, 2013 requires performance evaluation of every
Director by the Nomination & Remuneration Committee. However, Ministry of Corporate
Affairs (MCA) vide General Circular dated 5th June, 2015 has exempted Government Companies
from the aforesaid provisions where Directors are evaluated by the Ministry or Department
of the Central Government which is administratively incharge of the Company, or, as the
case may be. Similar exemption was requested from SEBI under the SEBI LODR.

Further, MCA, vide notification dated 05th July 2017, has also amended Schedule IV of
the Companies Act, 2013 'Code for Independent Directors' as per which the performance
evaluation of the Board by the Independent Directors has been exempted for government
companies.

The appointment, tenure and remuneration of Directors are decided by the President of
India. Remuneration paid to Chairman & Managing Director and Functional Directors are
as per terms and conditions determined by the Department of Public Enterprises (the DPE),
Govt. of India. The DPE has also laid down a mechanism for performance appraisal of all
Functional Directors.

Your Company enters into Memorandum of Understanding (MoU) with Ministry of Power (MoP)
every year wherein Company is evaluated on various financial and non-financial parameters.
The performance of the Company & Board of Directors is evaluated by the Department of
Public Enterprises.

As per provisions of Section 197(12) of the Companies Act, 2013 read with the Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every
listed company is required to disclose the ratio of the remuneration of each Director to
the median employee's remuneration and details of employees receiving remuneration
exceeding limits as prescribed from time to time in the Directors' Report.

However, as per notification dated 5th June, 2015 issued by the Ministry of Corporate
Affairs, Government Companies are exempted from complying with provisions of Section 197
of the Companies Act, 2013. Therefore, such particulars have not been included as part of
Directors' Report.

48. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees or investments under Section 186 of the Companies Act, 2013 form part
of the notes to financial statements (Note No. 59) provided in this Annual Report.

49. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section
188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2, are given as Annexure IX
of the Directors' Report. Further, attention of the members is drawn on Note No. 59 of the
Financial Statement which sets out related party disclosure.

50. SUBSIDIARIES AND JOINT VENTURES

As on 31st March 2018 your Company has 13 subsidiaries and 13 Joint Ventures Companies.

A statement containing salient features of the financial statements of our Subsidiaries
and Joint Ventures are covered in the Report on Management Discussion and Analysis and
also annexed in the prescribed format AOC-1 as Annexure X.

51. DIVIDEND DISTRIBUTION POLICY

As per regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the Listing Regulations), the top 500 listed companies shall formulate
a dividend distribution policy. Accordingly, the policy was adopted to set out the
parameters and circumstance that will be taken into account by the Board in determining
the distribution of dividend to its shareholders and/or retained profits earned by the
Company. The policy was approved by the Board in its meeting held on 29th May 2017. The
policy is also available on the Company's website https://www.powergridindia.com/sites/default/files/Dividend%20Distribution%20Policy.pdf

52. SIGNIFICANT MATERIAL ORDERS

There are no significant and material orders passed by the Regulators or Courts or
tribunal impacting the going concern status and Company's operations in future.

(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;

(f) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

54. ACCOLADES & AWARDS

During FY 2017-18, the Company has been conferred following important awards/
accolades:

 CBIP Award 2018 for Best Performing Power Transmission Utility by Central Board
of Irrigation and Power recognising the Company's contribution for emerging as the enabler
for a vibrant Electricity Market in the country by consistently implementing transmission
systems, setting new benchmarks in Performance and technological advancements.

 Accreditation to POWERGRID SR-II Regional Headquarter Building with Four Star
Rating Shield under 'GRIHA' (Green Rating for Integrated Habitat Assessment), an
initiative by New & Renewable Energy, Govt of India.

55. ACKNOWLEDGEMENTS

Your Board of Directors would like to express their deep sense of appreciation for the
guidance and co-operation received from Government of India, particularly Ministry of
Power, Ministry of Finance, Ministry of Home Affairs, Ministry of External Affairs,
Ministry of Statistics and Programme Implementation, Ministry of Environment &
Forests, Ministry of Corporate Affairs, Central Electricity Regulatory Commission,
Appellate Tribunal for Electricity, Central Electricity Authority, NITI Aayog, Department
of Public Enterprises, Regional Power Committees, Office of the Comptroller and Auditor
General of India, and other concerned Govt, departments/agencies at the Central and State
level without whose active support, the achievements of the Corporation during the year
under review would not have been possible.

56. Special thanks to our valued customers, State Governments and State power utilities
and other clients, who have awarded various consulting works and reposed faith in
Company's capability to handle them. The Board also appreciates the contribution of
Contractors, Vendors and Consultants for successful implementation of various projects by
the Company.

Your Directors also acknowledge the valuable suggestions and guidance received from the
statutory auditors during the audit of accounts of the Company for the year under review.
The Board also conveys its sincere thanks to national, international financial
institutions, multilateral Financial Institutions, domestic & international Credit
rating agencies for their assistance, continued trust and confidence reposed in your
Company.

On behalf of Board of Directors, I would like to place on record our deep appreciation
of the dedicated efforts and valuable services rendered by the members of your Company
Family in the Company's achievements during the year 2017-18. I would also like to thank
the Executive team for their strong leadership, the employee unions for their support and
all our employees for their commitment and enthusiasm to achieve our aim to be the world's
premier transmission utility.